NTL in $1.7 Billion Acquisition of Virgin Mobile

April 4, 2006

Cleary Gottlieb is counsel to Goldman Sachs as financial advisor to NTL in its acquisition of Virgin Mobile Holdings for $1.7 billion in stock and cash. Virgin Mobile shareholders will have a choice among three options for each of their Virgin Mobile shares: 372 pence, 0.23245 NTL shares, or 0.18596 NTL shares plus 67 pence. Although Virgin Mobile is listed exclusively in Europe and NTL’s operations are in the U.K., NTL is a Delaware corporation and therefore advisors to NTL had to consider legal and financial issues affecting both sides of the Atlantic. The deal is expected to close in late June following approval of the scheme of arrangement by the Virgin Mobile shareholders at an upcoming shareholders meeting.

The combination will create the first so-called “quadruple-play” telecommunications operator in the U.K., offering high-speed Internet, fixed-line telephone, cable television and cell phone services and will use the Virgin brand, under a 30-year license from the Virgin Group. NTL eventually will rebrand all of its cable-TV and Internet services as Virgin, after completing its integration of Telewest following its March 3 merger with the company.

NTL provides a broad range of telecommunications services in the U.K., including Internet, land-based telephone, and cable services.